MAAS GROUP HOLDINGS LIMITED — Director's Dealing 2021

Dec 13, 2021

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity: Maas Group Holdings Limited

ABN: 84 632 994 542

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Wesley Jon Maas
Date of last notice	02/12/2021

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise tothe relevant interest.	W & E Maas Holdings Pty Ltd as trustee for the MaasFamily Trust – relevant interest under sections 608(1)(b)and (c) and 608(3)(b) of the Corporations Act.EMS Invest Pty Ltd as trustee for the EMS Invest Trust -relevant interest under sections 608(1)(b) and (c) and608(3)(b) of the Corporations Act.Emma Margaret Maas - relevant interest under sections608(1)(b) and (c) and 608(3)(b) of the Corporations Act.HSBC Custody Nominees (Australia) Ltd (as nominee andcustodian for shares beneficially owned by W & E MaasHoldings Pty Ltd as trustee for the Maas Family Trust).Relevant interest in securities that Maas Group HoldingsLimited (MGH) has the power to control disposal undersections 608(1)(c) and 608(3)(a) of the Corporations Act.Registered holders of those securities that MGH has arelevant interest in are disclosed in MGH’s ASIC Form 604dated 14 December 2021.
Date of change	07/12/2021 and 09/12/2021

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior tochangeWesley Jon MaasW & E Maas Holdings Pty Ltd as trusteefor the Maas Family TrustEMS Invest Pty Ltd as trustee for the EMSInvest TrustEmma Margaret MaasHSBC Custody Nominees (Australia) LtdTotalSecurities over which Maas GroupHoldings Limited has the power tocontrol disposal under sections 608(1)(c)and 608(3)(a) of the Corporations Act.Registered holders of those securities aredisclosed in MGH’s ASIC Form 604 of08/07/2021 together with the otherregisteredholdersforescrowedsecurities issued since 8/07/2021 notedabove.TOTAL	15,501,611 ordinary shares75,978,452 ordinary shares14,343,334 ordinary shares41,597,610 ordinary shares5,466,999 ordinary shares152,888,006 ordinary shares48,070,401 ordinary shares (which for the avoidance ofdoubt excludes any of those shares listed above that arestill subject to voluntary escrow over which Maas GroupHoldings Limited also has the power to control disposal)200,958,407 ordinary shares
ClassTotal Number acquiredWesley Jon MaasW & E Maas Holdings Pty Ltd as trusteefor the Maas Family TrustEMS Invest Pty Ltd as trustee for the EMSInvest TrustEmma Margaret MaasHSBC Custody Nominees (Australia) LtdTOTAL	Fully paid ordinary shares110,463541,414102.209296,4201,499,0192,549,525
Number disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide details andestimated valuation	$4,422,630.26 – DRP$8,244,604.50 – Conditional Placement
No. of securities held after changeWesley Jon MaasW & E Maas Holdings Pty Ltd as trusteefor the Maas Family TrustEMS Invest Pty Ltd as trustee for the EMSInvest Trust	15,612,074 ordinary shares76,519,866 ordinary shares14,445,543 ordinary shares

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Emma Margaret MaasHSBC Custody Nominees (Australia) LtdTotalSecurities over which Maas GroupHoldings Limited has the power tocontrol disposal under sections 608(1)(c)and 608(3)(a) of the Corporations Act.Registered holders of those securities aredisclosed in MGH’s ASIC Form 604 of 14December 2021.TOTAL	41,894,030 ordinary shares6,966,018 ordinary shares155,437,531 ordinary shares48,070,401 (which for the avoidance of doubt excludes anyof those shares listed above that are still subject tovoluntary escrow over which Maas Group Holdings Limitedalso has the power to control disposal)203,507,932 ordinary shares
Nature of changeExample: on-market trade, off-market trade, exercise ofoptions, issue of securities under dividend reinvestmentplan, participation in buy-back	1,050,506 ordinary shares - Participation in MGH DividendReinvestment Plan.1,499,019 ordinary shares - Acquisition relates to thesubscription for shares pursuant to the ConditionalPlacement which was approved by shareholders at theMGH AGM of 9 November 2021

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Master Loan Agreement and Deed of Security
Nature of interest	W & E Maas Holdings Pty Ltd as trustee for the MaasFamily Trust has entered into a Master Loan Agreementand Deed of Security in respect of a portion of itsshareholding in MAAS Group Holdings Ltd. The loanfacility provides W & E Maas Holdings Pty Ltd as trusteefor the Maas Family Trust with an ability to borrowagainst the value of the MAAS Group Holdings Ltdshares held as collateral pursuant to the Deed ofSecurity. The term of the loan facilityis 3years.
Name of registered holder(if issued securities)	HSBC Custody Nominees (Australia) Ltd
Date of change	09/12/2021
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract in relationto which the interest has changed	Facility now relates to 6,966,018 ordinary shares withprovision for further loan tranches.
Interest acquired	N/A
Interest disposed	N/A

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/ConsiderationNote: If consideration is non-cash, provide details andan estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailedabove traded during a+closed period where prior writtenclearance was required?	No
If so, was prior written clearance provided to allow thetrade to proceed during this period?	N/A
If prior written clearance was provided, on what date wasthis provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 4

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